The Constitution



1.1       The Association shall be known as the Citadel Quay Owner’s Association

2.         Deed of Conditions

2.1     The Deed of Conditions is the pre-eminent document defining the rights, responsibilities, obligations and relationships of all Owners within the Citadel Quay development between themselves and outside parties including the Managing Agents (Factors) . This constitution should be read in conjunction with the Deed of Conditions and in the event of any conflict with the terms of any subordinate documents the relevant clause of the Deed of Conditions will prevail.  

2.2     The Deed of Conditions is included as part of the title to each residential unit within the development and as such, it’s terms, as they are defined at the time of purchase, are deemed to be accepted in their entirety by the Owner upon completion of the purchase of each unit.

2.3      Action to be taken by owners to change elements of the Deed of Conditions are contained in the Tenements (Scotland) Act 2004 and theTitle Conditions (Scotland) Act 2003.

3.         Membership 

3.1      Membership will comprise all the Owners of residential or commercial units within development or their mandate. Each individual property may only have one vote. An Owner will automatically become a Member on completion of the purchase of their property. An Owner who disposes of their interest in their property in the Development will cease to be a member of the Association and their place will be taken by the purchaser.

3.2     All Members must at all times, conduct themselves in a reasonable manner at meetings or in premises used by the Association.  Any member may be excluded from meetings of owners for breach of this condition, or for any other conduct contravening the objects of the Association, by a majority of those present.

3.3      Tenants of properties (who are not owners) will not be eligible for membership but with the written consent of the Owner may act as a proxy for the Owner with the right to vote at general meetings. Tenants will be welcome to attend any General Meeting of the Association and contribute in a non voting capacity. The involvement of non owner tenants in developing the estate will be welcome and those with special skills or interests will be considered for membership of any sub committee formed by the Association Executive Committee.

3.4       The Association shall be non-party in politics and non-sectarian.

4.         Subscription

4.1      Members may be invited to pay a subscription per property as shall be determined at the Annual General Meeting. Membership of the  Association shall not be conditional on such payment.

4.2     Any subscription or other monies raised by or on behalf of the Association shall only be applied in furtherance of the objects of the  Association, but not for the management of the Development.

5.         Meetings

5.1      As specified in the Tenth clause of the Deed of Conditions any owner of a property has the power at any time  to call a meeting of other owners within his/her block, building, or over the whole estate. To be formally recognised, notice of a meeting must be given to all affected Owners within the estate, or to owners within either Churchill Towers or Donnini Court or Rowallan Court, or to all Owners within an individual stairwell within the Development, and any resulting resolution will be recognised as coming from that group alone, or in the event of a General Meeting, from the Association as a whole.

5.2      For all meetings except Annual and Special General Meetings at least 7 days written notice must be given. The quorum for a meeting of owners shall comprise one third of those who have an interest in the subjects under discussion represented in person or by proxy. All votes shall be decided by a simple majority of those present or represented by a proxy.           

5.3       Annual and Special General Meetings (General Meetings)

5.3.1    Intimation of any Annual, or Special General Meeting requires 14 days notice. Notice shall be in writing and consist of the venue, date, time and an agenda of matters to be discussed. Notices will be deemed to have been served when despatched to the Owner’s address of record failing which if delivered to the Owner’s property at the development.

5.3.2    A quorum for General Meetings shall comprise one third of the total Association Membership represented in person or by proxy. All votes shall be decided by a simple majority of those present and entitled to vote plus those holding a proxy vote on behalf of members not able to be present. In the event of a tie the Chairperson will have  a casting vote.

5.3.3    Minutes will be kept of all Annual and Special General meetings and circulated to owners.

5.4       Annual General Meeting   

5.4.1    An Annual General Meeting shall be held each year and will be called by the Secretary of the committee representing the Owners. In the event of there being no Owner’s committee extant the AGM will be called by the appointed factor to the estate.

5.4.2   The chairman of the meeting will be the Owner’s committee Chairperson, whom failing a committee office holder or member. In the event of the being no committee the Factor representative will act as Chairperson.

5.4.3    At the Annual General Meeting the following agenda items will be included: 

1) The Chairperson shall present an Annual Report of the Association and the committee’s activities.

2) The Treasurer shall present the audited accounts (if any) of the Association for the previous year.

3) The Factor shall present and report on: 

            a)  the audited accounts for the whole estate including budgets where  applicable and 

            b)  their management of the estate over the previous year and details of their future planning and shall

            c)  answer relevant questions from members on the management of the estate 

5.4.4    Details of any other items for discussion must be submitted to the chairman of the  committee not less than 7 days prior to the AGM. 

5.4.5    At every AGM one third of the members of the Owner’s Committee and auditor (if any)shall stand down and may offer themselves for                      election along with any new candidates at that meeting. Should  the  numbers  of nominations exceed the number of places available a                    vote will be taken.   

5.5      Special General Meetings

5.5.1   The Secretary of the committee shall call a Special or Extraordinary General Meeting to discuss and vote upon any issues of general concern to all Owners including but not restricted to matters relating to the Constitution, any Owner’s committee or management of the estate.

5.5.2   The Secretary shall give 14 days notice of the Special General Meeting. The Meeting shall  take place within 28 days of the receipt of the written request or petition.

5.5.3    Any written request from an owner to hold a Special or Extraordinary General Meeting must set out the matter/matters to be discussed  which shall be circulated with notice of the meeting. 

6.         Alterations to the Constitution      

6.1      Any proposal to alter this constitution will be dealt with at a General Meeting and must be submitted to the Secretary not less than twenty eight days before the meeting at which it is to be discussed together with the wording of the proposed alteration(s). Details of the proposed changes should be circulated to members along with the publicity for the meeting.

7.         Citadel Quay Owner’s Executive Committee (the Committee)

7.1       The Association shall elect a Committee of their number to represent their interests.

7.2     For the guidance of their actions and decisions the members of the Committee will adopt a Mission Statement. This may be adopted or amended at the discretion of future committees. The current Mission Statement is         

           "To advance the interests of all property owners at Citadel Quay and maintain or improve their property values by monitoring, developing and promoting the overall management of the estate and improving the quality of life of all owners and residents, in line with the Deed of Conditions.” 

7.3       The Committee shall be mandated by the Association.

            1)        To act and make decisions on behalf of  the owners in relation to all matters contained within the Deed of Conditions and to                                       promote and monitor the exercise of Owner’s  rights and the maintenance of the   development  and  its amenities and                                           environment in accordance with those deeds.

            2)        To liaise with the Management Agents (Factors) of the development on the Owner’s behalf to ensure the efficient and effective                                overall management and maintenance of the estate in accordance with the terms in the Deed of Conditions.                       

3)       To approve the appointment of service contractors and renegotiation of terms and conditions presented by the Factors in order  toensure best value for money for property owners.

4)        To review such contracts as the Committee considers  expedient for the factoring and management and/or improvement of the     whole or parts of the Development.

5)      To review, analyse and recommend to Owners capital investment projects, replacement investment and major periodic maintenance

6)    To promote communication with apartment proprietors and residents through the internet, newsletters, social events or other initiatives aimed at improving the quality of life for those living on the estate and promoting it as a place to live.

7)       To bring forward for general approval at the Association’s  first Annual General Meeting,  and subsequently maintain, a simple but comprehensive list of estate rules for observance by all residents detailing individual responsibilities as defined by the Deed of Conditions, local by-laws and accepted standards of conduct. These rules may be amended on a vote by members at a General Meeting. 

8)      To represent the interests of estate owners and tenants in relations with the local community, the local authorities, and other outside parties.

7.4       Composition and Conduct of Business

7.4.1  The Committee shall be elected at the Annual General Meeting or a Special General Meeting , and shall consist of a Chairperson, Secretary and not more than seven other members.  Not more than one Officer shall be elected from each residence. If the Association holds funds on behalf of its members a Treasurer must be appointed who will be a member of the Committee.

7.4.2   The Committee may temporarily fill any vacancy arising until the next General Meeting of members. The co-opted member will enjoy the same voting and other rights as if he/she had been elected at a General Meeting.

7.4.3   The Chairperson and other officers of the Association will be elected by a simple majority of the Committee members.      

7.4.4    A Committee member will be removed for failure to attend 2 consecutive meetings without apology.

7.4.5   The Committee may appoint sub-committees to research and advise the Executive Committee on specific issues. Any sub-committee will be chaired by a member of the Executive Committee and may consist of co-opted owners or other individuals with appropriate knowledge and experience. 

7.5       Committee Meetings

7.5.1    The Committee shall meet no less than 4 times a year.  The dates of Committee meetings shall be intimated in advance to all members of the Association. Any Owner wishing to attend may speak but not vote.

7.5.2   Not withstanding paragraph 5.2 above, and given the enhanced powers of the Executive Committee, the quorum for meetings of the Association Executive Committee shall be not less than 5 members. All votes will be decided on a simple majority with the chairman having a casting vote.

7.5.3    The Committee must keep minutes of all meetings. These will be available to all Owners.

7.6       Duties of Officers

7.6.1   The Chairperson or in his/her absence, another Committee member nominated at a meeting by those attending, shall conduct the meetings of the Committee or Association.

7.6.2   The Secretary shall be responsible for the convening of all meetings and the giving of the prescribed notice to members. He/she shall ensure that a proper record is kept of all meetings of the Association and its Committee in the form of minutes or notes and shall distribute or display such records as appropriate. He/she shall maintain a register of members of the Association.

7.6.3    If the Association holds funds from members the Treasurer shall open and maintain a banking account in the name of the Association.  All cheques shall be signed by the Treasurer and Chairperson. The Treasurer will keep proper accounts of income and expenditure and report on them or deliver them as required at any General Meeting.  Such accounts shall be audited annually by a person appointed by the membership at the Annual General Meeting.

7.6.4   Any Member(s) or Officer(s) delegated to represent the Association in consultation with any other body shall act on the instructions of the Association and shall report back to the next Committee or General Meeting, whichever is the sooner.

8.         Dissolution

8.1       Any proposal to dissolve the Association will only be considered at a General Meeting.           

8.2       Any such proposal must be submitted in writing to the Secretary not less than twenty eight days before the meeting at which it is to be                          discussed. Details of the  proposal must be circulated to members along with the publicity for the meeting. 

9.         Definitions

9.1       "The Development” means all of the residential   housing units and commercial units known as Churchill Tower, Donnini Court and               Rowallan Court in Ayr.

9.2       "Officer” shall  mean  any person  appointed in  the  capacity of Chairperson,  Secretary  or Treasurer  by  a majority vote  of   members in      General Meeting  or by  the Committee in accordance with clause 7.4.3 hereof.

9.3       "Owner” means  the  current  Owner  of a unit  on the  Development. In the event of there being  more than  one owner,  owners  will              share  one  membership  of the association,  and have one vote per property.  If joint owners cannot agree, the vote of the first person            named on the Deed of Conditions shall apply. In the event of the Owner being a Company then only a Person nominated in writing to the        Secretary by the Company can represent the owner and vote.

9.4      "Member” means an Owner as described in 8.

9.5     "Deed of Conditions” shall  mean that deed generally  entered into by the Owners and  which establishes the terms and conditions by            which the Development is to be maintained  and managed and by which the financial obligations are imposed on Owners.

9.6     ”Committee”means that group of members including officers appointed from time to time by members at a general meeting.

10.       Document Information


Citadel Quay Owners Association Constitution




Liaison Group

Location of electronic copy


Change Authority

Members of the Association at an AGM



Change Control





Details of Change

Draft 1



Draft constitution

Draft 1



Draft to committee for comment.

   Draft 2



Draft to Liaison Group for comment

   Draft 3



Draft to SGM for comment a ratification

   Draft 4



Unanimously approved at the SGM